AMENDMENT NO. 1 Dated as of September 29, 2008 TO AGREEMENT between Wegener Corporation a Delaware corporation, and its wholly owned subsidiary Wegener Communications, Inc., a Georgia corporation and
Exhibit
10.10
AMENDMENT
NO. 1
Dated
as of
September
29, 2008
TO
between
Xxxxxxx
Corporation
a
Delaware corporation, and its
wholly
owned subsidiary Xxxxxxx Communications, Inc.,
a
Georgia corporation
and
C.
Xxxx Xxxxxxxx, Xx.
Dated
as of
May
2, 2003
This
Amendment No. 1 to the Agreement dated as of May 2, 2003 (hereinafter
“Amendment”) is made by and between Xxxxxxx Corporation, a Delaware corporation
(the “Parent”), and its wholly owned subsidiary Xxxxxxx Communications, Inc., a
Georgia corporation (“Subsidiary”) (Parent and Subsidiary hereinafter
collectively referred to as “Company”) and C. Xxxx Xxxxxxxx, Xx. (the
“Executive”).
WHEREAS,
the
Company and the Executive entered into an Agreement dated as of May 2, 2003
(the
“Original Retention Agreement”), whereby the Executive is provided certain
benefits in connection with a change in control of the Company; and
WHEREAS,
the
Company and the Executive have determined that it is in the mutual best
interests of each to amend the Original Retention Agreement as provided for
herein;
WHEREAS,
in
consideration of this Amendment, the Company will forego its right to give
notice of nonrenewal of the Original Retention Agreement as of September 30,
2008 (but such right is preserved in future years);
NOW,
THEREFORE,
in
consideration of the premises, and the mutual covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto agree as follows:
1. Effectiveness
of Amendment.
This
Amendment is executed pursuant to Section 11 of the Original Retention
Agreement. This Amendment shall take effect as of September 29, 2008, the date
of its execution by the Company and Executive.
2. Defined
Terms.
All
capitalized terms used but not defined in this Amendment
shall
have the meanings assigned to them in the Original Retention
Agreement.
3. No
Other Provisions Affected.
Except
to the extent expressly amended by this Amendment, all of the provisions of
the
Original Retention Agreement shall remain in full force and effect, unaffected
by this Amendment.
4. Amendment
to Section 2 of the Original Retention Agreement.
Section
2, entitled “Term of Agreement,” is hereby amended by substituting the term
“twenty-four (24) months” for the term “thirty-six (36) months” in the last
proviso of Section 2.
5. Amendment
to Section 4 of the Original Retention Agreement.
Section
4, entitled “The Executive’s Covenants,” is hereby amended by adding the
following sentence to the end of Section 4:
“In
the
event that the Executive becomes entitled to the Severance Payments (as
hereinafter defined) provided for in this Agreement, and the employment of
the
Executive is terminated, the Executive agrees to resign from the Board of
Directors of the Parent, and Board of Directors of the Subsidiary (if
applicable), if requested to resign by the Chairman of the Board of the
Parent.”
2
6. Amendment
to Section 6(A) of the Original Retention Agreement.
Section
6, entitled “Severance Payments,” subparagraph (A), is hereby amended by
substituting the term “one and one-half (1.5)” for the term “two and one-half
(2.5)” in each place where the term “two and one-half (2.5)” is used in
subparagraph 6(A).
7. Amendment
to Section 6(C) of the Original Retention Agreement.
Section
6, entitled “Severance Payments,” subparagraph (C), is hereby amended by
deleting subparagraph (C) in its entirety.
8. Amendment
to Section 6(D) of the Original Retention Agreement.
Section
6, entitled “Severance Payments,” subparagraph (D), is hereby amended by
substituting the term “an eighteen (18) month period” for the term “a thirty
(30) month period” in each place where the term “a thirty (30) month period” is
used in subparagraph 6(D).
9. References
to the Original Retention Agreement.
All
references in the Original Retention Agreement or any specific provision thereof
(including references that use the terms “hereto” and “hereof”), shall
automatically be deemed references to the Original Retention Agreement as
amended by this Amendment, without any specific references individually to
any
of the foregoing amendments.
10. Counterparts.
This
Amendment may be executed in several counterparts, each of which shall be deemed
to be an original, but all of which together will constitute one and the same
instrument.
[Signatures
appear on the following page.]
3
IN
WITNESS WHEREOF,
the
parties hereto have set their hands and seals all as of the day and year first
above written.
|
XXXXXXX
CORPORATION
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||
|
By:
|
/s/
Xxxxxxx X. Xxxx
|
|
|
Xxxxxxx
X. Xxxx
|
||
|
Chairman
of the Compensation and
|
||
|
Incentive
Plan Committee of the
|
||
|
Board
of Directors
|
||
|
XXXXXXX
COMMUNICATIONS, INC.
|
||
|
By:
|
/s/
Xxxxxx X. Xxxxxx
|
|
|
Xxxxxx
X. Xxxxxx
|
||
|
Chairman
and Chief Executive Officer
|
||
|
EXECUTIVE
|
||
| /s/ C. Xxxx Xxxxxxxx, Xx. | ||
| C. Xxxx Xxxxxxxx, Xx. | ||
4
AMENDMENT
NO. 1
Dated
as of
September
29, 2008
TO
AGREEMENT
between
Xxxxxxx
Corporation
a
Delaware corporation, and its
wholly
owned subsidiary Xxxxxxx Communications, Inc.,
a
Georgia corporation
and
Xxx
X. Mountain
Dated
as of
May
2, 2003
5
This
Amendment No. 1 to the Agreement dated as of May 2, 2003 (hereinafter
“Amendment”) is made by and between Xxxxxxx Corporation, a Delaware corporation
(the “Parent”), and its wholly owned subsidiary Xxxxxxx Communications, Inc., a
Georgia corporation (“Subsidiary”) (Parent and Subsidiary hereinafter
collectively referred to as “Company”) and Xxx X. Mountain (the
“Executive”).
WHEREAS,
the
Company and the Executive entered into an Agreement dated as of May 2, 2003
(the
“Original Retention Agreement”), whereby the Executive is provided certain
benefits in connection with a change in control of the Company; and
WHEREAS,
the
Company and the Executive have determined that it is in the mutual best
interests of each to amend the Original Retention Agreement as provided for
herein;
WHEREAS,
in
consideration of this Amendment, the Company will forego its right to give
notice of nonrenewal of the Original Retention Agreement as of September 30,
2008 (but such right is preserved in future years);
NOW,
THEREFORE,
in
consideration of the premises, and the mutual covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto agree as follows:
1. Effectiveness
of Amendment.
This
Amendment is executed pursuant to Section 11 of the Original Retention
Agreement. This Amendment shall take effect as of September 29, 2008, the date
of its execution by the Company and Executive.
2. Defined
Terms.
All
capitalized terms used but not defined in this Amendment
shall
have the meanings assigned to them in the Original Retention
Agreement.
3. No
Other Provisions Affected.
Except
to the extent expressly amended by this Amendment, all of the provisions of
the
Original Retention Agreement shall remain in full force and effect, unaffected
by this Amendment.
4. Amendment
to Section 2 of the Original Retention Agreement.
Section
2, entitled “Term of Agreement,” is hereby amended by substituting the term
“twenty-four (24) months” for the term “thirty-six (36) months” in the last
proviso of Section 2.
5. Amendment
to Section 4 of the Original Retention Agreement.
Section
4, entitled “The Executive’s Covenants,” is hereby amended by adding the
following sentence to the end of Section 4:
“In
the
event that the Executive becomes entitled to the Severance Payments (as
hereinafter defined) provided for in this Agreement, and the employment of
the
Executive is terminated, the Executive agrees to resign from the Board of
Directors of the Parent, and Board of Directors of the Subsidiary (if
applicable), if requested to resign by the Chairman of the Board of the
Parent.”
6
6. Amendment
to Section 6(A) of the Original Retention Agreement.
Section
6, entitled “Severance Payments,” subparagraph (A), is hereby amended by
substituting the term “one and one-half (1.5)” for the term “two and one-half
(2.5)” in each place where the term “two and one-half (2.5)” is used in
subparagraph 6(A).
7. Amendment
to Section 6(C) of the Original Retention Agreement.
Section
6, entitled “Severance Payments,” subparagraph (C), is hereby amended by
deleting subparagraph (C) in its entirety.
8. Amendment
to Section 6(D) of the Original Retention Agreement.
Section
6, entitled “Severance Payments,” subparagraph (D), is hereby amended by
substituting the term “an eighteen (18) month period” for the term “a thirty
(30) month period” in each place where the term “a thirty (30) month period” is
used in subparagraph 6(D).
9. References
to the Original Retention Agreement.
All
references in the Original Retention Agreement or any specific provision thereof
(including references that use the terms “hereto” and “hereof”) shall
automatically be deemed references to the Original Retention Agreement as
amended by this Amendment, without any specific references individually to
any
of the foregoing amendments.
10. Counterparts.
This
Amendment may be executed in several counterparts, each of which shall be deemed
to be an original, but all of which together will constitute one and the same
instrument.
[Signatures
appear on the following page.]
7
IN
WITNESS WHEREOF,
the
parties hereto have set their hands and seals all as of the day and year first
above written.
|
XXXXXXX
CORPORATION
|
||
|
By:
|
/s/
Xxxxxxx X. Xxxx
|
|
|
Xxxxxxx
X. Xxxx
|
||
|
Chairman
of the Compensation and
|
||
|
Incentive
Plan Committee of the
|
||
|
Board
of Directors
|
||
|
XXXXXXX
COMMUNICATIONS, INC.
|
||
|
By:
|
/s/
Xxxxxx X. Xxxxxx
|
|
|
Xxxxxx
X. Xxxxxx
|
||
|
Chairman
and Chief Executive Officer
|
||
|
EXECUTIVE
|
||
| /s/Xxx X. Mountain | ||
| Xxx X. Mountain | ||
8
